We understand the importance of confidentiality for all our clients. Every assignment will be treated with utmost confidentiality. In some cases, additional steps may need to be taken as precautionary measures. For example: Protection of Client Names are first disguised by our project manager before client documents are distributed to our professional translators.
Protection of Intellectual Capital
Client documents are split amongst professional translators so that no translator will have the document in its entirety. The review process will be conducted by our professional reviewer who does not work full time or part time for any other company, organization. The choice of reviewer can be discussed with the client to optimize our choice for the requirements of each client and / or assignment.
Protection of Market Sensitive Information
A formal confidentiality agreement may be signed, including the number of professional translators involved will be reduced to an absolute minimum. We undertake to respect all of our clients’ confidential documents with utmost good faith. If and when additional precautionary measures are required, please kindly inform us. below is our Non-Disclosure Agreement .
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the “Agreement”) dated________________________________ , 2020 by and
between VnTranslation, Global Associate Limited, (the “Recipient”), and the person/ corporation listed in the signature page (together with any of its affiliates, the “Discloser”) (Discloser and Recipient are together referred to as the “Parties”).
WHEREAS the Parties wish to examine a possible business cooperation between the Discloser and the Recipient (the “Purpose”) which will require the disclosure of Confidential Information (as defined hereunder) of the Discloser; and
WHEREAS the Parties hereto wish to ensure that the Confidential Information that shall be disclosed to and/or obtained by the Recipient during the engagement between the Parties, shall not be disclosed to third parties and shall not be used for any purpose other than the Purpose and strictly in accordance with the terms of this Agreement.
NOW THEREFORE, the Parties hereto hereby declare, covenant and agree as follows:
- The preamble to this agreement is an integral and indivisible part thereof.
- “Confidential Information” means any and all confidential and/or proprietary information and technology related to the Discloser, including but not limited to any and all formulae, specifications, prototypes, designs, equipment, analyses, computer programs, methods, techniques, processes, prices, marketing and customer information, business plans, and projections. Confidential Information shall be deemed to include any and all information which has been or may be disclosed by or on behalf of the Discloser and orally conveyed information designated confidential at the time of disclosure.
- Notwithstanding Section 2 above, the Confidential Information shall not include: (i) information or matter that is or becomes available to the public, or is generally known in the industry, other than by reason of action by the Recipient in breach of this Agreement, or (ii) information that the Recipient has developed independently without reference to or the use of the Discloser’s Confidential Information.
- The Recipient hereby declares and affirms that the Confidential Information and/or any additional oral and/or written information that was disclosed, delivered and/or supplied to the Recipient by the Discloser which is related in any way to the Confidential Information and/or to the Discloser, is the sole and absolute property of the Discloser and that this information is disclosed to the Recipient strictly for the Purpose.
- The Recipient hereby undertakes to keep and use the Confidential Information in confidence, not to disclose and/or transmit and/or publish and/or describe the Confidential Information to any third party, either directly or indirectly. Such disclosure, transmission, publication or description shall be subject to the Discloser’s prior consent and in accordance with the terms of use and disclosure specified in such consent.
- The Recipient undertakes not to disclose the Confidential Information to any of its employees or agents, except if such disclosure is necessary for the professional and efficient execution of the Purpose and who are equally bound by a written confidentiality obligation which is at least as restrictive as the terms herein, and Recipient agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information and ensure that such Recipient’s employees fully perform the duties and obligations hereunder.
- Upon the termination of the cooperation between the Parties and/or at the Discloser’s earlier request, the Recipient hereby agrees and undertakes to return to the Discloser or destroy (at the Discloser’s discretion) any written information and all materials which contain and/or constitute a part of the Confidential Information, and/or are connected in any manner to the Confidential Information, and not to maintain any copy thereof. The return of the materials and information detailed hereinabove shall include any material and/or information in the possession of the Recipient’s employees and/or agents. The Recipient’s obligations in this Agreement are subject to its compliance with any request or requirement made upon it by law, regulation, legal process, regulatory authority or any other entity that has jurisdiction over its activities or to the extent that the Confidential Information is relevant for the Recipient’s use in connection with any claim, action, proceeding or investigation in connection with the Purpose. In the event that the Recipient or anyone to whom the Recipient transmits the Confidential Information pursuant to this Agreement becomes subject to any such request or requirement to disclose any of the Confidential Information, the Recipient will provide the Discloser with notice thereof so that the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, unless such notice is prohibited by applicable law.
- Disclaimer. Confidential Information is provided “AS-IS” and “AS AVAILIABLE” with no express or implied warranties of any kind.
- Termination. Each party shall have the right to terminate this agreement by written notice to the other. The terms of this Agreement and all rights and obligations contained herein shall survive and remain in full force and effect following the termination of this Agreement for any reason for a period of one (1) year.
- The Recipient hereby acknowledges that no license or right under any patent, copyright, trademark, trade-name, mask work protection right or any other intellectual property right, is either granted or implied to the Recipient by the conveying thereto of any Confidential Information by the Discloser.
- Limitation of Liability. In any event the Recipient’s aggregate liability for any breach of this Agreement and or its obligations hereunder by the Recipient and/or any of its employees or agents shall not exceed the aggregate amount actually paid to the Recipient by the Discloser as part of the services provided by the Recipient to the Discloser. Without derogating from the aforesaid, under no circumstances will the Recipient be liable for any punitive and/or consequential damages arising from a breach of its obligations hereunder by the Recipient and/or any of its employees or agents.
- This Agreement shall be governed by and construed under the laws of Vietnam. The competent courts of Vietnam shall have the sole and exclusive jurisdiction over this Agreement.
- No delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.
- Any waiver, permit, consent or approval of any kind or character on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing and signed by the Parties hereto.
IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have signed this Agreement as of the date first shown above.
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